Terms of Use

Each time you use or cause access to www.directedge.com (the “Site”), you agree to be bound by the following terms and conditions (“Terms of Use”), as same may be amended from time to time with or without notice to you. Please read these Terms of Use carefully before using the Site. Your use of this Site will constitute your agreement to comply with these rules. If you do not agree to these Terms of Use, you should not use the Site.

The Site and services provided to you on and through the Site is on an “AS IS” basis. You agree that the owner of the Site, Direct Edge Holdings LLC and its parents, affiliates and subsidiaries (collectively, “Direct Edge”, “we”, “us” or “our”), exclusively reserves the right and may, at any time and without notice and any liability to you, modify or discontinue the Site and its services or delete the data you provide, whether temporarily or permanently. The Site shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy or improper delivery of any data or information.

By agreeing to the Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated into these Terms of Use. All personal data provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy.

CONTENT
All content and material, including, but not limited to documents, designs, logos, graphics, artwork, images, photographs, audio clips, video clips, databases, text, HTML and other material on the Site, including the selection and arrangement thereof, copyrights, trademarks, service marks and tradenames (collectively, the “Content”) is the sole property of Direct Edge, unless otherwise indicated, and is legally protected under U.S. Federal and State, as well as foreign, laws, regulations and treaties, including applicable copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content available on this Site may only be downloaded, displayed, reformatted and printed for your personal, non-commercial use, provided that (a) you do not modify the Content; (b) you retain any and all copyright and other proprietary notices contained in the Content; and (c) you do not copy, post, distribute or transmit the Content on any other website or via any network computer, or broadcast the Content in any media. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast or circulate the content available on this Site to anyone, including but not limited to, others in the same company or organization without Direct Edge's express prior written consent.

Certain sections of or pages on this Site may contain separate terms and conditions, which are in addition to these terms and conditions. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern your use of those sections or pages.

Unauthorized use of the Site and systems, including, but not limited to, unauthorized entry into Direct Edge's systems or misuse of any information is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden or impair any Direct Edge site or service or interfere with any other party's use and enjoyment of any Direct Edge site or service. You may not attempt to gain unauthorized access to any Direct Edge site or service, computer systems or networks connected to any Direct Edge site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations.

Any applicable software you may download from or access on our Site, including any files, images or data accompanying the software (collectively, the "Software") are licensed to you by Direct Edge for the limited use described herein. Direct Edge transfers no right, title or interest in the Software to you. Direct Edge retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decode, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form.

CONTENT YOU SUBMIT TO THE SITE; CONDUCT
In using the Site or any service provided thereon, you may have the opportunity to add, create, upload, submit, distribute, post, share and/or exchange information, data, text, software or other materials on or through the Site, including any electronic e-mail communication (“User Content”). In doing so, you expressly grant, and represent and warrant that you have the right to grant, to Direct Edge a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to use, publicly display, publicly perform, reproduce, distribute, sublicense and create derivative works from your User Content in any manner or through any media now known or later developed, without any payment to you. You further acknowledge and agree that Direct Edge shall have the right (but not the obligation), in its sole discretion, to pre-screen, edit, refuse, move or remove any User Content posted to the Site at any time and for any reason, with or without notice.

You agree that you will not use the Site to:

(a) upload, post, e-mail or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, offensive, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) engage in or facilitate harassing conduct aimed at any other person or entity;

(c) harm minors in any way;

(d) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site;

(f) upload, post, e-mail or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(g) upload, post, e-mail or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(h) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation;

(i) upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(j) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(k) violate any applicable local, state, national or international law, or any regulations having the force of law; or

(l) collect or harvest any data about other users.

NO WARRANTY
The Site disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material on the Site. Your use of the Site is at your sole risk.

THE CONTENT OF THIS WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DIRECT EDGE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE CONTENT OF THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. DIRECT EDGE FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY: (i) THAT THE CONTENT WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THAT THE AVAILABILITY OF THE SITE OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iii) REGARDING THE QUALITY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH DIRECT EDGE OR ANY TRANSACTIONS ENTERED INTO WITH DIRECT EDGE OR (iv) THAT ANY ERRORS IN THE SITE OR THE CONTENT WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. YOU UNDERSTAND AND AGREE THAT WE DO NOT PROVIDE PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF ANY INFORMATION OBTAINED ON THE SITE IS SOLELY AT YOUR OWN RISK AND WITHOUT ANY LIABILITY OF ANY KIND TO THE SITE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY DIRECT EDGE, ITS EMPLOYEES, LICENSEES OR THE LIKE WILL CREATE A WARRANTY OR GUARANTY, NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL DIRECT EDGE BE LIABLE FOR ANY DAMAGES, LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWEVER ARISING, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS, ARISING IN CONNECTION WITH THIS SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF DIRECT EDGE, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. HYPERLINKS TO OTHER INTERNET RESOURCES ARE ACCESSED AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE ALL PROTECTIVE MEASURES TO GUARD AGAINST VIRUSES OR OTHER DESTRUCTIVE ELEMENTS; THE CONTENT, ACCURACY, OPINIONS EXPRESSED AND OTHER LINKS PROVIDED BY THESE RESOURCES ARE NOT ENDORSED BY DIRECT EDGE. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.

INDEMNIFICATION
You agree to defend, indemnify and hold harmless Direct Edge, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, demand, liability, claim, damages, costs or expenses, including reasonable attorneys' fees, resulting from any third party claim, action or demand arising out of or related to (i) your access to and use of this Site; (ii) your breach or violation of any term, condition, representation or warranty contained herein; and (iii) your violation of state or federal securities laws or regulations or any other person's rights, including but not limited to infringement of any intellectual property, proprietary or privacy right of any third party.

CHANGES TO THESE TERMS AND CONDITIONS
We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms and conditions of these Terms of Use, or to change or discontinue any aspect or feature of the Site, including, but not limited to, its content, hours of availability or the equipment needed for access or use. The Site will notify visitors of the existence and location of the new or revised policy, the sole notice of which shall be posting the new or revised policy on the Site. Any changes to the Terms of Use will be binding and effective immediately upon posting on the Site. Your continued access to and use of the Site shall constitute your acceptance and agreement to be bound by any such changed terms. You should check back frequently and review the terms and conditions of these Terms of Use regularly so that you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. No employee, contractor, agent or representative of Direct Edge or its subsidiaries or affiliates is authorized to alter or amend these terms and conditions except by means of a written document executed by an authorized officer of Direct Edge.

GOVERNING LAW
These terms and conditions, your rights and obligations and all actions contemplated by these Terms of Use shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. In the event of a dispute arising under these Terms of Use, the Superior Court for the State of New Jersey, Hudson County, and the United States District Court for the District of New Jersey, venued in Newark, New Jersey shall have co-exclusive jurisdiction, and all parties consent to jurisdiction of such courts with respect to any action.

REGULATORY DISCLOSURE
The Content and information contained on the Site is proprietary to Direct Edge and prepared for informational purposes only. Nothing herein should be regarded as a recommendation, advice, offer or solicitation to buy or sell any product or service, an official confirmation of any transaction, an official valuation or an official statement of Direct Edge. Direct Edge does not endorse or sponsor any particular security or market participant.

Prior to the execution of a purchase or sale of any security or investment, you are advised to consult with your banker, financial advisor or other relevant professionals (e.g. legal, tax and/or accounting counsel). Direct Edge shall not be liable for any investment decisions based upon or results obtained from the Content provided on the Site. Nothing contained on the
Site is intended to be, nor shall it be construed to be, legal, tax, accounting or investment advice. It is the responsibility of the individual user to consider his or her legal and regulatory position in the relevant jurisdiction, the risks associated with trading such securities or investments and to verify that any use of the Content, or subsequent investment decisions, do not contravene any restrictions, applicable laws or regulations of any jurisdiction.

MISCELLANEOUS
If we fail to enforce any provision of these Terms of Use, it will not be considered a waiver of our rights. If any portion of these Terms of Use is held to be unenforceable, then the remaining clauses and provisions will remain in full force and effect. Any and all warranties, provisions, rights and obligations of the parties herein described and agreed to be performed subsequent to the termination of these Terms of Use shall survive the termination of these Terms of Use. These Terms of Use, including our Privacy Policy and any additional terms, constitute the entire agreement between you and Direct Edge, superseding any prior agreements between you and Direct Edge with regard to your use of the Site. All of our rights and obligations under these Terms of Use are freely assignable by us in connection with a merger, acquisition or sale of our assets. The section titles below are for convenience only and have no legal or contractual effect.

If you have any questions concerning this Terms of Use, please contact the Site’s Administrator via email at jgorman@directedge.com, or contact:

Direct Edge
545 Washington Blvd
Jersey City, NJ 07310
Attn: Jim Gorman

These Terms of Use were last updated on June 10, 2013 and are effective immediately.

Also, please refer to the Direct Edge Online Privacy Policy Statement.

© Copyright 2013 Direct Edge Holdings LLC. All rights reserved.
2013 Wall Street Letter
Institutional Trading Awards:

Best Exchange Client Service
2013 Markets Choice Awards:
Most Innovative Exchange
2013 Institutional Investor
“Trading Technology 40”:

Saro Jahani, Chief Information
Officer, #29